Dr. Cockenstien, a mad scientist with an insatiable lust for large breasts, finds himself in a predicament when his busty blonde assistant, Kelly Madison, catches him fondling her massive tits in the lab. Instead of firing him, she decides to use her assets to her advantage, allowing him to grope and suckle her natural breasts while she performs various tasks around the lab. The doctor's desire grows with each squeeze, leading to a heated session of passionate fucking on the lab table, surrounded by beakers and test tubes.